Golden Star Resources Ltd

GOLDEN STAR RESOURCES LTD. FORM S-4/A (Registration Statement for securities to be issued in business combination transactions) Filed 05/12/05 Telephone 416 583 3800 CIK 0000903571 Symbol GSS SIC Code 1040 - Gold And Silver Ores Industry Gold & Silver Sector Basic Materials Fiscal Year 12/31 http://www.edgar-online.com © Copyright 2014, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. GOLDEN STAR RESOURCES LTD FORM S-4/A (Securities Registration: Business Combination) Filed 5/12/2005 Address 10901 WEST TOLLER DRIVE SUITE 300 LITTLETON, Colorado 80127 Telephone 303-830-9000 CIK 0000903571 Industry Gold & Silver Sector Basic Materials Fiscal Year 12/31 Table of Contents As filed with the Securities and Exchange Commission on May 12, 2005. Registration No. 333–118957 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GOLDEN STAR RESOURCES LTD. (Exact name of registrant as specified in its charter) CANADA 1040 98-0101955 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 10901 West Toller Drive, Suite 300 Littleton, Colorado, 80127-6312 (303) 830-9000 (Address, including zip code, and telephone number, including area code, of principal executive offices) Allan J. Marter, Chief Financial Officer Golden Star Resources Ltd. 10901 West Toller Drive, Suite 300 Littleton, Colorado, 80127-6312 (303) 830-9000 (Name, address, including zip code, and telephone number, including area code, of agent for service) With Copies To Deborah J. Friedman Michelle H. Shepston Davis Graham & Stubbs LLP 1550 Seventeenth Street, Suite 500 Denver, Colorado 80202 (303) 892-9400 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after this registration statement becomes effective. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. Table of Contents The information in this prospectus is not complete and may be changed. Golden Star Resources Ltd. may not sell these securities pursuant to this prospectus until the registration statement filed with the Securities and Exchange Commission becomes effective. This prospectus is not an offer to sell these securities and Golden Star Resources Ltd. is not soliciting offers to buy these securities in any state where the offer or sale is not permitted. Subject to Completion, dated May 12, 2005 PROSPECTUS $300,000,000 GOLDEN STAR RESOURCES LTD. Common Shares Warrants This prospectus relates to up to $300,000,000 of common shares and warrants that Golden Star Resources Ltd. (together with its subsidiaries, “Golden Star,” “we,” “us,” or “our company”) may offer and sell from time to time in connection with acquisitions of other businesses, assets, properties or securities. The amount and type of consideration we will offer and the other specific terms of each acquisition will be determined by negotiations with the owners or controlling persons of the businesses, assets or securities to be acquired. We may structure business acquisitions in a variety of ways, including acquiring stock, other equity interests or assets of the acquired business or merging the acquired business with us or one of our subsidiaries. We do not expect to receive any cash proceeds from the sale of securities issued pursuant to this prospectus. We may be required to provide further information by means of a post-effective amendment to the registration statement or a supplement to the prospectus once we know the actual information concerning a specific acquisition. We will pay all the expenses of this offering. We will not pay underwriting discounts or commissions in connection with issuing these shares, although we may pay finder’s fees in specific acquisitions. Any person receiving a finder’s fee may be deemed an underwriter within the meaning of the Securities Act of 1933, as amended. We may also permit individuals or entities who have received or will receive common shares or warrants in connection with the acquisitions described above to use this prospectus to cover resales of those securities. See “Selling Shareholders” for the identity of such individuals or entities. Our common shares are traded on the American Stock Exchange under the symbol “GSS” and on the Toronto Stock Exchange under the symbol “GSC.” Warrants issued in conjunction with our February 14, 2003 equity offering are traded on the Toronto Stock Exchange under the symbol “GSC.WT.A.” References in this Prospectus to “$” are to United States dollars. Canadian dollars are indicated by the symbol “Cdn$”. The securities offered in this prospectus involve a high degree of risk. You should carefully consider the matters set forth in “Risk Factors” beginning on page 6 of this prospectus in determining whether to purchase our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is ____________, 2005. TABLE OF CONTENTS Section Page WHERE YOU CAN FIND MORE INFORMATION 3 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 3 NON -GAAP FINANCIAL MEASURES 4 STATEMENTS REGARDING FORWARD -LOOKING INFORMATION 4 OUR BUSINESS 5 RISK FACTORS 6 USE OF PROCEEDS 19 PLAN OF DISTRIBUTION 19 DESCRIPTION OF COMMON SHARES 19 DESCRIPTION OF WARRANTS 21 SELLING SHAREHOLDERS 22 LIMITATION OF LIABILITY AND INDEMNIFICATION 22 LEGAL MATTERS 23 EXPERTS 24 Consent of PricewaterhouseCoopers LLP You should rely only on information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with information different from that contained or incorporated in this prospectus. -2- Table of Contents WHERE YOU CAN FIND MORE INFORMATION We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and file annual, quarterly and periodic reports, proxy statements and other information with the Securities and Exchange Commission, or SEC. The SEC maintains a web site (http://www.sec.gov) on which our reports, proxy statements and other information are made available. Such reports, proxy statements and other information may also be inspected and copied at the public reference facilities maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities. We have filed with the SEC a Registration Statement on Form S-4, under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the securities offered by this prospectus. This prospectus, which constitutes part of the Registration Statement, does not contain all of the information set forth in the Registration Statement, certain parts of which have been omitted in accordance with the rules and regulations of the SEC. Reference is hereby made to the Registration Statement and the exhibits to the Registration Statement for further information with respect to our company and the securities. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The SEC allows us to “incorporate by reference” our publicly filed reports into this prospectus, which means that information included in those reports is considered part of this prospectus. Information that we file with the SEC after the date of this prospectus will automatically update and supersede the information contained in this prospectus and in prior reports. We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until all of the securities offered pursuant to this prospectus have been sold. The following documents filed with the SEC are incorporated by reference in this prospectus: 1. Our Annual Report on Form 10 -K, as amended on Form 10 -K/A, for the year ended December 31, 2004; 2. Our Quarterly Report on Form 10 -Q for the quarter ended March 31, 2005; 3. Reports on Form 8 -K filed February 2, February 4, April 11, April 19 and May 5, 2005; and 4. Our Registration Statement on Form 8 -A, filed June 18, 2002, which contains a description of our capital stock. We will furnish without charge to you, on written or oral request, a copy of any or all of the above documents, other than exhibits to such documents which are not specifically incorporated by reference therein. You should direct any requests for documents to Investor Relations, Golden Star Resources Ltd., 10901 West Toller Drive, Suite 300, Littleton, Colorado 80127-6312, telephone (303) 830-9000. The information relating to us contained in this prospectus is not comprehensive and should be read together with the information contained in the incorporated documents.

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